Common use of Additional Provisions Relating to Interest Rate Clause in Contracts

Additional Provisions Relating to Interest Rate. (a) If Administrative Agent determines for any reason that (i) U.S. Dollar deposits are not being offered to banks in the London interbank Eurodollar market in the outstanding amount of the Loan (including any approved but unfunded Warehousing Advances) for terms equal to one (1) month, or (ii) the Index Rate does not adequately and fairly reflect the cost to Lenders of funding Warehousing Advances, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Warehousing Advances at the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any changes in (i) LIBOR (with respect to any new Interest Period) shall take place with the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; without prior notice or demand of any kind. (d) In the event that all or any portion of any Warehousing Advance accruing interest at the Effective LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts and for a comparable period, whether or not such advance of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensation.

Additional Provisions Relating to Interest Rate. (a) If any Lender has reasonably determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy), then, upon Notice from such Lender to Administrative Agent determines for any reason that (i) U.S. Dollar deposits are not being offered to banks and Borrower and delivery by such Lender of a statement setting forth the reduction in the London interbank Eurodollar market in rate of return experienced by such Lender and the outstanding amount necessary to compensate such Lender under this Section 3.12(a), Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each determination by a Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. In the event of the Loan assessment of any amounts under this Section, Borrower may terminate this Agreement and repay all Obligations (including any approved but unfunded Warehousing Advances) for terms equal to one (1) month, or (ii) the Index Rate does not adequately and fairly reflect the cost to Lenders of funding Warehousing Advances, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Warehousing Advances at the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rateamounts assessed hereunder). (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any the changes in (i) either the Effective LIBOR (with respect to any new Interest Period) shall take place with Rate or the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; immediately without prior notice or demand of any kind. (c) Any and all payments by Borrower to or for the account of Administrative Agent or Lenders hereunder shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Administrative Agent’s or any Lender’s income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Administrative Agent or any Lender is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). Borrower also agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or from the execution or delivery of or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). (d) If Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable under this Agreement to Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.12(d)) Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) Borrower shall furnish to Administrative Agent or such Lender, as applicable, at its address referred to in Section 13.1, the original or a certified copy of a receipt evidencing payment thereof. To the extent that any amount paid by Borrower under this Section is refunded or credited to Administrative Agent or any Lender, Administrative Agent or such Lender shall promptly pay or credit Borrower in such amount. (e) Borrower agrees to indemnify Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.12) paid by Administrative Agent or such Lender and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, (ii) any other amounts payable under Section 3.12(d), and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority. Payment under this Section 3.12(e) shall be made within thirty (30) days after the date Administrative Agent or any affected Lender makes a demand therefor. (f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to Borrower (with a copy to Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that all the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treat)’ to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Sendee Form W-8ECL (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any portion other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal’ withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any change in law shall make it unlawful for a Lender to make or maintain a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any time a Lender reasonably determines that the making or continuance of any Warehousing Advance accruing interest at the Effective of LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss Loans has become impracticable as a result of such prepayment a contingency occurring after the date hereof which adversely affects the London interbank market or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result the position of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts market, then, by written notice to Borrower and Administrative Agent, such Lender may (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by Borrower for a comparable periodLIBOR Loan shall, whether or not be deemed a request for a Base Rate Loan unless such advance declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it be converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically converted to Base Rate Loans as of the effective date of such notice. In the event a Lender shall exercise its rights under clause (i) or (ii) of this paragraph, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans shall instead be applied to repay the Base Rate Principal was Loans made in fact so funded. The foregoing notwithstandinglieu of, or resulting from the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documentsconversion of, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensationLIBOR Loans.

Additional Provisions Relating to Interest Rate. (a) If Administrative Agent Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy), then, upon notice from Lender to Borrower and delivery by Lender of a statement setting forth the reduction in the rate of return experienced by Lender and the amount necessary to compensate Lender under this Section 3.11(a), Borrower shall be obligated to pay to Lender such additional amount or amounts as will compensate Lender for such reduction. Each determination by Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (b) If Lender determines for any reason (which determination shall be conclusive) that (i) U.S. Dollar deposits are by reason of circumstances affecting the relevant market, adequate and reasonable means do not being offered to banks in exist for ascertaining the London interbank Eurodollar market in the outstanding amount of the Loan (including Applicable Daily Floating LIBO Rate for any approved but unfunded Warehousing Advances) for terms equal to one (1) month, day; or (ii) the Index Daily LIBO Rate does will not adequately and fairly reflect the cost to Lenders Lender of funding (including maintaining) Warehousing Advances, Administrative Agent will promptly then Lender shall give Borrower prompt notice thereof, and, so notify Borrower and each Lender. Thereafterlong as such condition remains in effect, the obligation of Lenders to make or maintain Loan (and all outstanding and future Warehousing Advances at under the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (iLoan) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Applicable Base Rate. (c) Changes Any and all payments by Borrower to or for the account of Lender hereunder shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). If Borrower shall be required by law to deduct any Taxes from or in the rate respect of interest resulting from any changes in sum payable under this Agreement to Lender, (i) LIBOR the sum payable shall be increased as necessary so that after making all required deductions (with respect including deductions applicable to any new Interest Periodadditional sums payable under this Section 3.11(c)) shall take place with Lender receives an amount equal to the start of sum it would have received had no such Interest Period; or deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the Alternative Base Rate full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) Borrower shall take place immediately; without prior notice furnish to Lender the original or demand a certified copy of any kinda receipt evidencing payment thereof. (d) In Borrower also agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or from the event that all execution or delivery of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). Further, if Borrower shall be required to deduct or pay any portion Taxes or Other Taxes from or in respect of any Warehousing Advance accruing interest at the Effective LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and sum payable due under this Agreement to an acceleration thereof pursuant to Section 9.4Lender, Borrower shall also pay to Lender, at the time interest is paid, such additional amount that Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that Lender would have received if such Taxes or Other Taxes had not been imposed. (e) Borrower agrees to indemnify Lender for (i) the full amount of Taxes and Other Taxes (including, without limitation, any Consequential Loss Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.11) paid by any of them and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto; (ii) any other amounts payable under Section 3.11; and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this Section 3.11(e) shall be made within 30 days after the date that Lender makes a demand therefor. (f) In the event that Borrower is required to pay or withhold any amount pursuant to Sections 3.11(c), 3.11(d), or 3.11(e), which results in Borrower paying more than would have been the case without regard to such Sections (an “Excess Payment”), Borrower shall have the option to terminate the Warehousing Commitment in its entirety (but not in part) and this Agreement (other than as to those provisions which by their terms survive the termination of this Agreement), by giving Notice to Lender specifying the effective date of such termination, which Notice may be given no earlier than three (3) Business Days after making an Excess Payment and no later than thirty (30) days after making an Excess Payment. Upon the effective date of the termination of this Agreement by Borrower pursuant to this Section, Borrower shall pay all of the Obligations in full. (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any change in law shall make it unlawful for Lender to make Warehousing Advances as LIBOR Loans, or to maintain outstanding Warehousing Advances as LIBOR Loans or to give effect to its obligations as contemplated hereby with respect to the Loan or any particular Warehousing Advance as a LIBOR Loan or (y) at any time Lender reasonably determines that the making or continuance of LIBOR Loans has become impracticable as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than contingency occurring after the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from date hereof which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in adversely affects the London interbank Eurodollar market for comparable amounts market, Lender may, by written notice to Borrower (i) declare that LIBOR Loans will not thereafter be made by Lender hereunder, whereupon all subsequent Warehousing Advances will be made as Base Rate Loans unless such declaration shall be subsequently withdrawn; and/or (ii) require that any then outstanding Warehousing Advances be converted to Base Rate Loans (and for a comparable periodthereby bear interest at the Applicable Base Rate), whether or not such advance as of the effective date of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensationnotice.

Additional Provisions Relating to Interest Rate. (a) If Administrative Agent determines for Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any reason that (i) U.S. Dollar deposits are not being offered to banks change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the London interbank Eurodollar market in the outstanding amount of the Loan (including interpretation or administration of, any approved but unfunded Warehousing Advances) for terms equal to one (1) monthapplicable law, rule or regulation regarding capital adequacy, or compliance by Lender with any request or directive regarding capital adequacy (iiwhether or not having the force of law) the Index Rate does not adequately and fairly reflect the cost to Lenders of funding Warehousing Advances, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Warehousing Advances at the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspensionauthority, subject to Section 3.7central bank or comparable agency, (i) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating has or would have the effect of reducing the rate of interest per annum equal return on Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy), then, upon notice from Lender to Borrowers and delivery by Lender of a statement setting forth the Effective Alternative Base Ratereduction in the rate of return experienced by Lender and the amount necessary to compensate Lender under this Section 3.12(a), Borrowers shall be obligated to pay to Lender such additional amount or amounts as will compensate Lender for such reduction. Each determination by Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (b) If Any and all payments by Borrowers to or for the account of Lender hereunder shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, organized or any Governmental Authority has imposed material restrictions on the authority of political subdivision thereof (all such Lender non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate as “Taxes”). If Borrowers shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise required by law to such determination no longer exist. During the period deduct any Taxes from or in respect of any such suspension, subject sum payable under this Agreement to Section 3.7Lender, (i) any new Warehousing Advances and the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.12(b)) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) all then outstanding Warehousing AdvancesBorrowers shall make such deductions, (iii) Borrowers shall bear interest at a fluctuating rate of interest per annum equal pay the full amount deducted to the Effective Alternative Base Raterelevant taxation authority or other authority in accordance with applicable law, and (iv) Borrowers shall furnish to Lender, at its address referred to in Section 11.1, the original or a certified copy of a receipt evidencing payment thereof. (c) Changes in the rate of interest resulting Borrowers also agree to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any changes in (i) LIBOR (payment made under this Agreement or from the execution or delivery of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). Further, if Borrowers shall be required to deduct or pay any new Interest Period) shall take place with the start of such Interest Period; Taxes or (ii) the Alternative Base Rate shall take place immediately; without prior notice Other Taxes from or demand in respect of any kindsum payable under this Agreement to Lender, Borrowers shall also pay to Lender, at the time interest is paid, such additional amount that Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that Lender would have received if such Taxes or Other Taxes had not been imposed. (d) In Borrowers agree to indemnify Lender for (i) the event that all full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.12) paid by Lender and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto; (ii) any other amounts payable under Section 3.12(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this Section 3.12(d) shall be made within 30 days after the date Lender makes a demand therefor. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any change in law shall make it unlawful for Lender to make Advances as LIBOR Loans, or to maintain outstanding Advances as LIBOR Loans or to give effect to its obligations as contemplated hereby with respect to the Loan or any portion particular Advance as a LIBOR Loan or (y) at any time Lender reasonably determines that the making or continuance of any Warehousing Advance accruing interest at the Effective of LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss Loans has become impracticable as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than contingency occurring after the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from date hereof which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in adversely affects the London interbank Eurodollar market for comparable amounts and for a comparable periodmarket, whether or Lender, may, by written notice to Borrowers (i) declare that LIBOR Loans will not thereafter be made by Lender hereunder, whereupon all subsequent Advances will be made as Base Rate Loans unless such advance declaration shall be subsequently withdrawn; and/or (ii) require that any then outstanding Advances be converted to Base Rate Loans, as of the effective date of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensationnotice.

Additional Provisions Relating to Interest Rate. (a) If Administrative Agent the Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy), then, upon notice from the Lender to the Borrower and delivery by the Lender of a statement setting forth the reduction in the rate of return experienced by the Lender and the amount necessary to compensate the Lender under this Section 2.8(a), the Borrower shall be obligated to pay to the Lender such additional amount or amounts as will compensate Lender for such reduction. Each determination by Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (b) If Lender determines for any reason (which determination shall be conclusive) that (i) U.S. Dollar deposits are by reason of circumstances affecting the relevant market, adequate and reasonable means do not being offered to banks in exist for ascertaining the London interbank Eurodollar market in the outstanding amount of the Loan (including Applicable Daily Floating LIBO Rate for any approved but unfunded Warehousing Advances) for terms equal to one (1) month, day; or (ii) the Index Daily LIBO Rate does will not adequately and fairly reflect the cost to Lenders of funding Warehousing Advancesthe Loan, Administrative Agent will promptly then Lender shall give the Borrower prompt notice thereof, and, so notify Borrower and each Lender. Thereafterlong as such condition remains in effect, the obligation of Lenders to make or maintain Warehousing Advances at the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, Loan shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Applicable Base Rate. (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any changes in (i) LIBOR (with respect to any new Interest Period) shall take place with the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; without prior notice or demand of any kind. (d) In the event that all or any portion of any Warehousing Advance accruing interest at the Effective LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts and for a comparable period, whether or not such advance of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensation.

Additional Provisions Relating to Interest Rate. (i) If Credit Agent has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy), then, upon notice from Credit Agent to the Company and delivery by Credit Agent of a statement setting forth the reduction in the rate of return experienced by the affected Lender and the amount necessary to compensate such Lender under this Section 1.8(i), the Company shall be obligated to pay to the affected Lender such additional amount or amounts as will compensate such Lender for such reduction, to the extent such Lender reasonably determines such reduction is allocable to the existence of such Lender’s commitment to lend hereunder. Each determination by Credit Agent of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (ii) If Credit Agent determines (which determination shall be conclusive) that (a) If Administrative Agent determines by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the BBA LIBOR Daily Floating Rate for any reason that (i) U.S. Dollar deposits are not being offered to banks day in accordance with the London interbank Eurodollar market in the outstanding amount of the Loan (including any approved but unfunded Warehousing Advances) for terms equal to one (1) month, definition thereof; or (iib) the Index BBA LIBOR Daily Floating Rate does will not adequately and fairly reflect the cost to Lenders of funding Warehousing (including maintaining) Advances, Administrative then Credit Agent will promptly so notify Borrower shall give the Company prompt notice thereof, and each Lender. Thereafterfrom the date that is 30 days after the date such notice is given, until the Credit Agent notifies the Company that such condition no longer exists, the obligation of Lenders to make or maintain Warehousing Facility (and all outstanding and future Advances at under the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (iFacility) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating the Applicable Base Rate. “Applicable Base Rate” means, for any day, the Base Rate for such day, plus three and one quarter percent (3.25%). “Base Rate” means, on any day, the greater of (a) the Prime Rate in effect for such day, and (b) the sum of (i) the Federal Funds Rate for such day, plus (ii) 0.50%. “Prime Rate” means on any day, the rate of interest per annum equal to then most recently established by the Effective Alternative Base Rate. (b) If any Lender determines Credit Agent as its “prime rate,” it being understood and agreed that any Law has made it unlawfulsuch rate is set by Credit Agent as a general reference rate of interest, or that any Governmental Authority has asserted taking into account such factors as Credit Agent may deem appropriate, that it is unlawfulnot necessarily the lowest or best rate actually charged to any customer or a favored rate, for that it may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that Credit Agent may make various business or other loans at rates of interest having no relationship to such Lender rate. If Credit Agent ceases to makeexist or to establish or publish a prime rate from which the Prime Rate is then determined, maintain or fund loans whose interest the applicable variable rate from which the Prime Rate is determined by reference to LIBORthereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on and the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Prime Rate shall be suspended, until change without notice with each change in such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating prime rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any changes in (i) LIBOR (with respect to any new Interest Period) shall take place with the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; without prior notice or demand of any kind. (d) In the event that all or any portion of any Warehousing Advance accruing interest at the Effective LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for date such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts and for a comparable period, whether or not such advance of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than change is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensationreported.

Additional Provisions Relating to Interest Rate. (a) If any Recipient has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Recipient with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return such Recipient’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Recipient could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Recipient’s policies with respect to capital adequacy), then, upon notice from such Recipient to Borrower and delivery by such Recipient of a statement setting forth the reduction in the rate of return experienced by such Recipient and the amount necessary to compensate such Recipient under this Section 3.11(a), Borrower shall be obligated to pay to such Recipient such additional amount or amounts as will compensate such Recipient for such reduction. Each determination by such Recipient of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (b) If Administrative Agent determines for any reason (which determination shall be conclusive) that (i) U.S. Dollar deposits are by reason of circumstances affecting the relevant market, adequate and reasonable means do not being offered to banks in exist for ascertaining the London interbank Eurodollar market in the outstanding amount of the Loan (including Applicable Daily Floating LIBO Rate for any approved but unfunded Warehousing Advances) for terms equal to one (1) month, day; or (ii) the Index Daily LIBO Rate does will not adequately and fairly reflect the cost to Lenders of funding (including maintaining) Warehousing Advances, then Administrative Agent will promptly shall give Borrower prompt notice thereof, and, so notify Borrower and each Lender. Thereafterlong as such condition remains in effect, the obligation of Lenders to make or maintain Loan (and all outstanding and future Warehousing Advances at under the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspension, subject to Section 3.7, (iLoan) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Applicable Base Rate. (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any changes in (i) LIBOR (with respect to any new Interest Period) shall take place with the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; without prior notice or demand of any kind. (d) In the event that all or any portion of any Warehousing Advance accruing interest at the Effective LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss as a result of such prepayment or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts and for a comparable period, whether or not such advance of such LIBOR Rate Principal was in fact so funded. The foregoing notwithstanding, the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documents, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensation.

Additional Provisions Relating to Interest Rate. (a) If Administrative Agent determines for any reason Lender has reasonably determined, after the date hereof, that (i) U.S. Dollar deposits are not being offered to banks the adoption or the becoming effective of, or any change in, or any change by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the London interbank Eurodollar market in the outstanding amount of the Loan (including interpretation or administration of, any approved but unfunded Warehousing Advances) for terms equal to one (1) monthapplicable law, rule or regulation regarding capital adequacy, or compliance by such Lender with any request or directive regarding capital adequacy (iiwhether or not having the force of law) the Index Rate does not adequately and fairly reflect the cost to Lenders of funding Warehousing Advances, Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Warehousing Advances at the Effective LIBOR Rate shall be suspended until Administrative Agent revokes such notice. During the period of any such suspensionauthority, subject to Section 3.7central bank or comparable agency, (i) any new Warehousing Advance, and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating has or would have the effect of reducing the rate of interest per annum equal return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy), then, upon Notice from such Lender to Administrative Agent and Borrower and delivery by such Lender of a statement setting forth the Effective Alternative Base Ratereduction in the rate of return experienced by such Lender and the amount necessary to compensate such Lender under this Section 3.9(a), Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each determination by a Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. In the event of the assessment of any amounts under this Section 3.9, Borrower may terminate this Agreement provided that prior to such termination becoming effective, Borrower shall repay all Obligations and any other amounts due hereunder or under any other Loan Documents, including, without limitation, any and all accrued and unpaid interest, fees, costs and expenses, amounts in respect of contingent indemnification obligations provided for under the Loan Documents and any amounts assessed under this Section 3.9. (b) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank Eurodollar market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to provide the Effective LIBOR Rate shall be suspended, until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, subject to Section 3.7, (i) any new Warehousing Advances and (ii) all then outstanding Warehousing Advances, shall bear interest at a fluctuating rate of interest per annum equal to the Effective Alternative Base Rate. (c) Changes in the rate of interest resulting from any the changes in (i) either the Effective LIBOR (with respect to any new Interest Period) shall take place with Rate or the start of such Interest Period; or (ii) the Alternative Base Rate shall take place immediately; immediately without prior notice or demand of any kind. (c) Any and all payments by Borrower to or for the account of Administrative Agent or Lenders hereunder shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Administrative Agent’s or any Lender’s income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Administrative Agent or any Lender is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). Borrower also agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or from the execution or delivery of or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). (d) If Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable under this Agreement to Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.9(d)) Administrative Agent or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) Borrower shall furnish to Administrative Agent or such Lender, as applicable, at its address referred to in Section 13.1, the original or a certified copy of a receipt evidencing payment thereof. To the extent that any amount paid by Borrower under this Section 3.9 is refunded or credited to Administrative Agent or any Lender, so long as no Unmatured Default or Event of Default has occurred and is continuing, Administrative Agent or such Lender shall promptly pay or credit Borrower in such amount; provided, however, if an Unmatured Default does not become an Event of Default, such amount shall thereupon be paid or credited to the Borrower. (e) Borrower agrees to indemnify Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.9) paid by Administrative Agent or such Lender and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, (ii) any other amounts payable under Section 3.9(d), and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority. Payment under this Section 3.9(e) shall be made within thirty (30) days after the date Administrative Agent or any affected Lender makes a demand therefor. (f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to Borrower (with a copy to Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that all the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treat)’ to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECL (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any portion other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal’ withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any change in law shall make it unlawful for a Lender to make or maintain a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any time a Lender reasonably determines that the making or continuance of any Warehousing Advance accruing interest at the Effective of LIBOR Rate (“LIBOR Rate Principal”) is prepaid by Borrower or becomes due and payable due to an acceleration thereof pursuant to Section 9.4, Borrower shall also pay any Consequential Loss Loans has become impracticable as a result of such prepayment a contingency occurring after the date hereof which adversely affects the London interbank market or acceleration. “Consequential Loss” shall mean any loss, cost or expense incurred by any Lender as a result the position of any payment, prepayment or acceleration of any LIBOR Rate Principal on a day other than the last day of the Interest Period for such LIBOR Rate Principal (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain outstanding such LIBOR Rate Principal or from fees payable to terminate the deposits from which such funds were obtained, plus any customary administrative fees charged by such Lender (such customary administrative fees in connection with each such payment, prepayment or acceleration not to exceed $1,000) in connection with the foregoing (which customary administrative fees such Lender shall have determined in good faith are generally applicable to other (but not necessarily all) similar situations (which determination shall be conclusive absent manifest error)). For purposes of calculating Consequential Loss under this Section, each Lender shall be deemed to have funded each advance of LIBOR Rate Principal made by it at the Index Rate for such advance by a matching deposit or other borrowing in the London interbank Eurodollar market for comparable amounts market, then, by written notice to Borrower and Administrative Agent, such Lender may (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by Borrower for a comparable periodLIBOR Loan shall be deemed a request for a Base Rate Loan unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it be converted to Base Rate Loans, whether or not in which event all such advance LIBOR Loans shall be automatically converted to Base Rate Loans as of the effective date of such notice. In the event a Lender shall exercise its rights under clause (i) or (ii) of this paragraph, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans shall instead be applied to repay the Base Rate Principal was Loans made in fact so funded. The foregoing notwithstandinglieu of, or resulting from the amounts of the Consequential Loss shall never be less than zero or greater than is permitted by applicable Law. The obligations of Borrower under this Section shall survive any termination of the Loan Documentsconversion of, payment of the Loan and termination of the Commitments and shall not be waived by any delay by Administrative Agent or Lenders in seeking such compensationLIBOR Loans.